NOTICE OF GUARANTEED DELIVERY BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL BNDES For Tender Of Any And All Outstanding 4.000% Notes due 2019 5.500% Notes due 2020 and 5.750% Notes due 2023 Pursuant to the Offer to Purchase dated November 16, 2015 THE TENDER OFFERS (AS DEFINED BELOW) WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON NOVEMBER 20, 2015, UNLESS EXTENDED (THE EXPIRATION TIME ). The Information Agent and Tender Agent for the Tender Offers is: D.F. King & Co., Inc. bndes@dfking.com Banks and Brokers call: (212) 269-5550 Toll free: (866) 620-8437 By Facsimile: (For Eligible Institutions only): (212) 709-3328 Confirmation: (212) 493-6940 By Mail By Overnight Courier By Hand TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE OR DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS TO THE TENDER AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR AGENT'S MESSAGE DELIVERED THROUGH ATOP (AS DEFINED BELOW), IS AT THE ELECTION AND RISK OF HOLDERS. This Notice of Guaranteed Delivery is being provided in connection with the Banco Nacional de Desenvolvimento Econômico e Social BNDES, a wholly-owned governmental company incorporated under the laws of the Federative Republic of Brazil (the "Offeror"), offer to purchase for cash any and all of its outstanding 4.000% Notes due 2019, 5.500% Notes due 2020 and 5.750% Notes due 2023 (the "Notes") from holders thereof (each, a "Holder" and collectively, the "Holders") upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 16, 2015 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal"), which together constitute the Tender Offers (the "Tender Offers"). As set forth in the Offer to Purchase, this form or one substantially equivalent to this form, must be used to accept the Tender Offers if you cannot deliver your Notes and all other required documents to the Tender Agent, or if your Notes are not immediately available, by the Expiration Time, or the procedure for book-entry transfer cannot be completed on a timely basis, you may tender your Notes pursuant to the guaranteed delivery procedure described in the Offer to Purchase by or through any eligible institution. To comply with the guaranteed delivery procedure, you must: (1) properly complete and duly execute this Notice of Guaranteed Delivery substantially in the form provided to you by the Offeror, including (where required) a signature guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery; (2) arrange for the Tender Agent to receive the Notice of Guaranteed Delivery by the Expiration Time; and (3) ensure that the Tender Agent receives the certificates for all physically-tendered Notes or book-entry confirmation of electronic
delivery of Notes, as the case may be, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees or an Agent s Message, and all other documents required by this Letter of Transmittal, within two business days after receipt by the Tender Agent of such Notice of Guaranteed Delivery, all as provided in the Offer to Purchase. See Terms of the Offer How to Tender in the Offer to Purchase. Capitalized terms used but not defined herein shall have the meaning given to them in the Offer to Purchase. This notice of guaranteed delivery is not to be used to guarantee signatures. If an eligible institution is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to the Offeror, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal, or face, amount of Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase under the caption Procedures for Tendering Notes Guaranteed Delivery Procedures. By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Notes set forth in the Letter of Transmittal. The undersigned hereby authorizes the Tender Agent to deliver this Notice of Guaranteed Delivery to the Offeror with respect to the Notes tendered pursuant to the Tender Offers. The undersigned understands that tenders of Notes pursuant to the Tender Offers may not be withdrawn after the Expiration Time. Tenders of Notes may be withdrawn prior to the Expiration Time as provided in the Offer to Purchase. The undersigned understands that tenders of the 2019 Notes and 2023 Notes will be accepted only in principal amounts equal to minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The undersigned understands that tenders of the 2020 Notes will be accepted only in principal amounts equal to minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The undersigned understands that tenders of the Notes will only be accepted after you (1) properly complete and duly execute this Notice of Guaranteed Delivery substantially in the form provided to you by the Offeror, including (where required) a signature guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery; (2) arrange for the Tender Agent to receive the Notice of Guaranteed Delivery by the Expiration Time; and (3) ensure that the Tender Agent receives the certificates for all physically-tendered Notes or book-entry confirmation of electronic delivery of Notes, as the case may be, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees or an Agent s Message, and all other documents required by this Letter of Transmittal, within two business days after receipt by the Tender Agent of such Notice of Guaranteed Delivery, all as provided in the Offer to Purchase. See Terms of the Offer How to Tender in the Offer to Purchase. Capitalized terms used but not defined herein shall have the meaning given to them in the Offer to Purchase. If the ATOP procedures are used, the DTC participant need not complete and physically deliver the Notice of Guaranteed Delivery. However, the DTC participant will be bound by the terms of the Tender Offers. As more fully described in the Tender Offers, Guaranteed Deliveries will be required to be provided no later than 11:59 p.m., New York City time, on November 24, 2015, which is two (2) business days following the Expiration Time. All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
PLEASE SIGN AND COMPLETE Principal Amount of Notes Tendered:* Certificate Number(s) (if available): *Tenders of 2019 Notes and 2023 Notes pursuant to the Tender Offers must be made in principal amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. 2019 Holders and 2023 Holders who tender less than all of their Notes must continue to hold 2019 Notes or 2023 Notes respectively in the minimum authorized denomination of U.S.$200,000 in principal amount. *Tenders of 2020 Notes pursuant to the Tender Offers may be made only in principal amounts of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. 2020 Holders who tender less than all of their 2020 Notes must continue to hold 2020 Notes in the minimum authorized denomination of U.S.$100,000 in principal amount. If Notes will be delivered by book-entry transfer to the Tender Agent account at The Depository Trust Company, provide the following information: Name of Tendering Institution: DTC Account Number: This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for the Notes or, if tendered by a participant in one of the book-entry transfer facilities, exactly as such participant s name appears on a security position listing as the owner of Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If the signature above is by a trustee, executor, administrator, guardian, attorney-infact, officer or other person acting in a fiduciary or representative capacity, such person must set forth the following information and furnish evidence of his or her authority as provided in the Letter of Transmittal: PLEASE PRINT NAME(S) AND ADDRESS(ES) Name(s): Capacity: Address(es):
THE GUARANTEE BELOW MUST BE COMPLETED GUARANTEE (Not to be used for Signature Guarantee) The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an eligible guarantor institution, within the meaning of Rule 17Ad-15 under the Exchange Act, (each, an Eligible Institution ), hereby (i) represents that the above-named persons are deemed to own the Notes tendered hereby, (ii) represents that such tender of Notes is being made by guaranteed delivery and (iii) guarantees that the Notes tendered hereby in proper form for transfer or confirmation of book-entry transfer of such Notes into the Tender Agent s account at the book-entry transfer facility, pursuant to the procedures set forth in How to Tender Guaranteed Delivery Procedures. section of the Offer to Purchase, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal, will be received by the Tender Agent at its address set forth above within two business days after the date of execution hereof. The Eligible Institution that completes this form must communicate the guarantee to the Tender Agent and must deliver the Letter of Transmittal and Notes to the Tender Agent within the time period shown herein. Failure to do so could result in a financial loss to such eligible guarantor institution. Name of Firm: Name of Authorized Signatory: Authorized Signature: Title: Address: Area Code and Telephone Number: Date: DO NOT SEND CERTIFICATES FOR NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.